China Merchants Securities Co.Ltd(600999)
About Jiangxi Synergy Pharmaceutical Co.Ltd(300636)
Verification opinions on adjusting the implementation progress of the company’s investment projects with raised funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) “) as a sponsor of Jiangxi Synergy Pharmaceutical Co.Ltd(300636) (hereinafter referred to as ” Jiangxi Synergy Pharmaceutical Co.Ltd(300636) ” and “the company”) issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws, regulations and normative documents have carefully and prudently verified the matters of Jiangxi Synergy Pharmaceutical Co.Ltd(300636) adjusting the implementation progress of the company’s investment projects with raised funds, and the following verification opinions are issued:
1、 Basic information of raised funds
According to the approval of China Securities Regulatory Commission on the registration of Jiangxi Synergy Pharmaceutical Co.Ltd(300636) issuing convertible corporate bonds to unspecified objects (zjxk [2020] No. 2259), your company publicly issues convertible corporate bonds with a face value of no more than 360 million yuan for a period of 6 years. The total capital of convertible corporate bonds issued this time is RMB 360000000.00; After deducting the China Merchants Securities Co.Ltd(600999) underwriting and recommendation fees of the lead underwriter of RMB 4579200.00 and other issuance expenses of RMB 1578500.00, the actual amount of funds raised is RMB 353842300.00, of which the issuance expenses can be deducted from the input tax of RMB 348294.34; After considering the deductible input tax, the net amount of funds actually raised in this issuance is RMB 354190594.34. The above funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued a capital verification report (xksbz [2020] No. za15815). The company has deposited the raised funds in the special account for raised funds opened for this issuance, and the board of directors has authorized the chairman of the company to sign the tripartite supervision agreement on raised funds with the special account storage bank and the sponsor to manage the deposit and use of raised funds.
2、 Use of raised funds
As of December 31, 2021, the company issued convertible corporate bonds to unspecified objects to raise funds, and the use of raised funds for investment projects is as follows:
Unit: 10000 yuan
The project investment is planned to be invested in the project with raised funds
Total amount of funds
Annual output of 100 tons of 7-methoxynaphthalone and 30 tons
Rivaroxaban and other APIs and 2 billion tablets (tablets) 59751.84 36000.00 29501.80 83.29% oral solid preparation project phase I
3、 Specific conditions and reasons for adjusting the implementation progress of the company’s investment projects with raised funds
(I) specific conditions of adjusting the implementation progress of projects invested by raised funds
Based on the principle of prudence and in combination with the actual progress of the current raised investment project, the company plans to adjust the implementation progress of the “phase I project with an annual output of 100 tons of 7-methoxynaphthone, 30 tons of rivaroxaban and other APIs and 2 billion tablets (tablets) oral solid preparations” without changing the implementation subject, implementation location and purpose of the raised funds, The details are as follows:
After adjustment of progress,
The estimated trial production time is December 2021 and August 2022
It is expected to be put into operation in December 2022 and August 2023
(II) reasons for adjusting the implementation progress of the project invested by raised funds
Although the project invested with raised funds has been fully demonstrated in the early stage, the market demand of the company’s corresponding products has exceeded expectations due to the centralized expiration of patents of some original drugs in recent years. In view of the changes in market demand, the company plans to build the production capacity of some products in advance, and plans to build the production capacity of some products on the basis of not changing the varieties and production capacity of the original products of the project invested with raised funds, Implement the new, modification and expansion projects of some workshops and devices in the second plant area of the company, increase product types and production capacity, combined with the changes of market environment and the actual situation of the company, and after careful research by the company, it is necessary to adjust the implementation progress of the project invested by the company’s raised funds. It is proposed to adjust the start time of trial production from December 2021 to August 2022, The official production time is adjusted from December 2022 to August 2023.
4、 The impact of the adjustment of the implementation progress of the project invested by the raised funds on the company
The adjustment of the implementation progress of the investment project with raised funds does not belong to the substantive change of the investment project with raised funds. The basic situation, implementation subject and investment direction of the investment project with raised funds remain unchanged. The company’s current adjustment of the implementation progress of the investment project with raised funds is conducive to the reasonable promotion of the investment project with raised funds. It is a prudent adjustment made by the company according to the progress of project implementation, and will not have a significant adverse impact on the normal operation of the company. At the same time, there is no change or disguised change of the investment direction of raised funds and other situations damaging the interests of shareholders. 5、 Relevant decision-making procedures to be performed
Jiangxi Synergy Pharmaceutical Co.Ltd(300636) the adjustment of the implementation progress of the investment project with raised funds has been deliberated and adopted at the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors. The independent directors of the company expressed clear consent.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
This Jiangxi Synergy Pharmaceutical Co.Ltd(300636) adjustment of the implementation progress of the investment project with raised funds has fulfilled the necessary legal procedures, and complies with the relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies; The adjustment of the implementation progress of the project invested by raised funds is a prudent adjustment made by the company according to the actual situation of the construction of the project invested by raised funds, which meets the needs of the construction and future development of the project invested by raised funds of the company, will not change the investment direction of raised funds and the substantive content of the project implementation, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The proposal has been deliberated and adopted at the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors of the company, and the independent directors have also expressed their consent.
In conclusion, the sponsor agrees to the company’s adjustment of the implementation progress of the investment project with raised funds.
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) verification opinions on Jiangxi Synergy Pharmaceutical Co.Ltd(300636) adjusting the implementation progress of the company’s investment projects with raised funds)
Signature of sponsor representative:
Liu Haiyan Yan Jian
China Merchants Securities Co.Ltd(600999) January 11, 2022
